Exhibit 4.9
GUARANTEE
The Guarantors listed below (hereinafter referred to as the "Guarantors,"
which term includes any successors or assigns under the Indenture, dated the
date hereof, among the Guarantors, the Company (defined below) and Firstar Bank,
N.A., as trustee (the "Indenture") and any additional Guarantors), have
irrevocably and unconditionally guaranteed on a senior secured basis the
Guarantee Obligations (as defined in Section 10.8 of the Indenture), which
include (i) the due and punctual payment of the principal of, premium, if any,
and interest and Liquidated Damages, if any, on the 11.875% Senior Secured Notes
due 2008 (the "Notes") of Mikohn Gaming Corporation, a Nevada corporation (the
"Company"), whether at maturity, by acceleration, call for redemption, upon a
Change of Control Offer, an Asset Sale Offer, an Excess Cash Flow Offer or
otherwise, the due and punctual payment of interest on the overdue principal and
premium, if any, and (to the extent permitted by law) interest on any interest
on the Notes, and the due and punctual performance of all other obligations of
the Company, to the Holders or the Trustee all in accordance with the terms set
forth in Article X of the Indenture, and (ii) in case of any extension of time
of payment or renewal of any Notes or any such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration, call
for redemption, upon a Change of Control Offer, an Asset Sale Offer, an Excess
Cash Flow Offer, or otherwise.
The obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
X of the Indenture and reference is hereby made to such Indenture for the
precise terms of this Guarantee.
No past, present or future director, officer, employee, incorporator or
stockholder (direct or indirect) of the Guarantors (or any such successor
entity), as such, shall have any liability for any obligations of the Guarantors
under this Guarantee or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation, except in their capacity as
an obligor or Guarantor of the Notes in accordance with the Indenture.
This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Guarantor and its successors and assigns until
full and final payment of all of the Company's obligations under the Notes and
Indenture or until released or legally defeased in accordance with the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders, and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and performance and not of collectibility.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
The obligations of each Guarantor under this Guarantee shall be limited to
the extent necessary to insure that it does not constitute a fraudulent
conveyance under applicable law.
THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.
IN WITNESS WHEREOF, each of the Guarantors has caused this instrument to be
duly executed.
Dated: August 22, 2001.
CASINO EXCITEMENT, INC.
By: _________________________
Name: _________________________
Title: _________________________
GAMES OF NEVADA, INC.
By: _________________________
Name: _________________________
Title: _________________________
MGC, INC.
By: _________________________
Name: _________________________
Title: _________________________
MIKOHN INTERNATIONAL, INC.
By: _________________________
Name: _________________________
Title: _________________________
MIKOHN NEVADA
By: _________________________
Name: _________________________
Title: _________________________
PROGRESSIVE GAMES, INC.
By: _________________________
Name: _________________________
Title: _________________________
